Securities code: 002973 securities abbreviation: Qiaoyin City Management Co.Ltd(002973) Announcement No.: 2022-006 bond Code: 128138 bond abbreviation: Overseas Chinese bank convertible bond
Qiaoyin City Management Co.Ltd(002973)
Announcement on hiring audit institutions in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
The former audit institution of the company is Huaxing Certified Public Accountants (special general partnership) (hereinafter referred to as “Huaxing Institute”). Since its service term has expired on December 31, 2020, according to the needs of the company’s business development, The company plans to employ Guangdong Sinong Certified Public Accountants (special general partnership) (hereinafter referred to as “Sinong”) as the company’s financial audit institution in 2021.
Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as “the company”) held the 40th meeting of the second board of directors on January 24, 2022. The meeting deliberated and approved the proposal on employing an audit institution in 2021. The board of directors agreed to employ Guangdong Sinong Certified Public Accountants (special general partnership) as the audit institution of the company in 2021, with a term of office of one year. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are hereby announced as follows:
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Si Nong Institute was established on November 25, 2020 in the form of partnership (special general partnership), unified social credit code 91440101ma9w0yp8x3, registered address: room 2514, building 12, zhonghuibi Longwan, No. 5, Wangjiang Second Street, Nansha District, Guangzhou, Guangdong Province, and chief partner Li Jianye.
The Institute has established systems related to quality control, used information systems for project management, and has a group of certified public accountants with rich experience in securities services such as IPO declaration audit, annual report audit of listed companies, merger and reorganization audit. The industries they have been responsible for or participated in the audit include manufacturing, mining services, wholesale and retail trade Information technology industry, construction industry, electric power, social service industry, transportation, warehousing industry, real estate industry, etc.
As of December 31, 2021, the office has 250 employees, 17 partners, 95 certified public accountants and 11 certified public accountants who have signed the audit report of securities service business. As of December 31, 2021, the total income of the office has accumulated to 43 million yuan, including 37.185 million yuan from audit business and 11.219 million yuan from securities business. There were 5 audit clients of Listed Companies in the previous year. The main industries include manufacturing and information transmission, software and information technology services. The total audit fees were 6.6 million yuan, and there were 0 audit clients of Listed Companies in the same industry.
2. Investor protection ability
The occupational risk fund withdrawn by Si Nong office is 0 yuan, and the cumulative compensation limit of occupational insurance purchased is 36 million yuan, which meets the relevant regulations and can cover the civil compensation liability caused by audit failure. Since its establishment, there has been no civil litigation and civil liability.
3. Integrity record
Since its establishment, the office has not been subject to criminal punishment, administrative punishment, supervision and management measures, self-discipline supervision measures and disciplinary sanctions due to its practice, and has not been filed for investigation. In recent three years, employees have not been subject to criminal punishment, administrative punishment, self-discipline supervision measures and disciplinary sanctions due to their practice behavior, and have not been filed for investigation. Two employees have been subject to supervision and management measures for their professional behavior once in recent three years.
(II) project information
1. Basic information
Partner of the project to be signed: Wu Hong, partner, certified public accountant, engaged in securities service business for 10 years. He became a certified public accountant on April 13, 2015. He began to engage in the audit of Listed Companies in July 2011 and began to practice in the Agricultural Institute in December 2020. He is now a partner of the Agricultural Institute. The annual audit reports of three listed companies have been signed in the past three years. During his employment, he has provided many enterprises with securities services such as IPO declaration audit, annual report audit of listed companies and merger and reorganization audit. He has experience in securities service business and has corresponding professional competence.
Certified public accountant to be signed: Zhou Feng, certified public accountant, engaged in securities service business for 13 years. He became a certified public accountant in October 2010. He began to engage in the audit of Listed Companies in July 2008 and began to practice in the Agricultural Institute in January 2021. He is now the senior manager of the Agricultural Institute. The annual audit reports of four listed companies have been signed in the past three years. During his employment, he has provided many enterprises with securities services such as IPO declaration audit, annual report audit of listed companies and merger and reorganization audit. He has experience in securities service business and has corresponding professional competence.
Reviewer of project quality control: Liu Runsheng, partner, certified public accountant, engaged in securities service business for 10 years. He began to audit listed companies in September 2011 and became a certified public accountant on June 16, 2014. He began to practice in the Agricultural Institute in December 2020 and is now a partner of the Agricultural Institute. The annual audit report of a listed company has been signed in recent three years. During his employment, he has provided many enterprises with securities services such as IPO declaration audit, annual report audit of listed companies and merger and reorganization audit. He has experience in securities service business and has corresponding professional competence.
2. Integrity record
Wu Hong, the partner of the project to be signed, Zhou Feng, the certified public accountant to be signed, and Liu Runsheng, the reviewer of project quality control, have not been subject to criminal punishment, administrative punishment, supervision and management measures, self-discipline supervision measures and disciplinary sanctions for practicing behavior in recent three years, and have not been filed for investigation.
3. Independence
There is no violation of the independence requirements of the code of professional ethics for Certified Public Accountants in China. 4. Audit fees
The audit service charge for the annual report of the company’s 2021 financial statements will be determined through consultation according to the specific workload required for the audit to be performed and with reference to the market price.
(III) other instructions
The original team providing audit services for the company left Huaxing office to join the Agricultural Institute. The original team members will continue to provide audit services for the company in the Agricultural Institute, so as to maintain the consistency and continuity of audit work in 2021.
Si Nong office is aware of the change of accounting firm and has no objection to this change. Si Nong office and Huaxing office, a former firm, have communicated in accordance with the provisions of China Auditing Standards for certified public accountants No. 1153 – communication between former certified public accountants and subsequent certified public accountants, and both parties have no objection.
2、 Description of employment of accounting firm
(I) previous accounting firms and audit opinions of the previous year
Huaxing, the former audit institution of the company, has the audit qualification related to securities and futures business and has the experience and ability to provide audit services for listed companies. In the work of providing audit services for the company, it can follow the professional standards of independence, objectivity and impartiality, scrupulously perform its duties, earnestly perform the duties of the audit institution, and its report can be objective Truly reflect the actual situation, financial status and operating results of the company, and safeguard the legitimate rights and interests of the company and shareholders from a professional perspective.
Huaxing office provided audit services for the company in 2019 and 2020, and issued standard unqualified audit opinions to the company during the above service period.
The company does not dismiss the former accounting firm after entrusting the former accounting firm to carry out some audit work.
(II) reasons for the proposed change of accounting firm
In order to maintain the consistency and continuity of the company’s audit work in 2021 and allow the original team members to continue to provide audit services for the company in the company, the company plans to hire the company as the company’s audit institution in 2021.
3、 Examination and approval procedures for employing an accounting firm
(I) performance of the audit committee
The audit committee of the second session of the board of directors of the company reviewed the relevant situation of the company and considered that the company has good professional ethics and practice level, has the qualification to carry out securities and futures related businesses, has the qualification and ability to engage in financial audit and internal control audit, and has no relationship with the shareholders and related persons of the company, It will not affect the independence in the company’s affairs, meet the company’s audit requirements and have the ability to protect investors. The audit committee of the board of directors of the company agreed to employ Si Nong as the audit institution of the company in 2021, and agreed to submit the matter to the 40th meeting of the second board of directors of the company for deliberation.
(II) prior approval opinions and independent opinions of independent directors
Prior approval opinion: after verification, we believe that the office has the qualification of securities and futures related business, rich audit experience, sufficient independence, professional competence and investor protection ability. This appointment complies with relevant laws, regulations and the articles of association, and does not harm the interests of the company and minority shareholders.
Therefore, we recognize the company’s engagement of Si Nong office as the company’s audit institution in 2021, and agree to submit this proposal to the company’s board of directors for deliberation.
Independent opinion: after review, we believe that the office has the qualification for securities and futures related business, has many years of experience and ability to provide audit services for listed companies, and can provide real and fair audit services for the company. The re employment of the accounting firm will not violate the provisions of relevant laws and regulations, will not affect the audit quality of the company’s financial statements, and will not damage the interests of the company and all shareholders.
Therefore, we agree to appoint Si Nong Institute as the audit institution of the company in 2021.
(III) deliberation and voting of proposals by the board of directors
At the 40th meeting of the second board of directors of the company, the proposal on hiring an audit institution in 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention, and the company agreed to hire Si Nong Institute as the audit institution of the company in 2021.
(IV) effective date
The engagement of the accounting firm needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, which will take effect from the date of deliberation and approval by the general meeting of the company.
4、 Documents for future reference
1. Resolutions of the 40th meeting of the second board of directors;
2. Prior approval opinions of independent directors on hiring an audit institution in 2021;
3. Independent opinions of independent directors on relevant matters;
4. Supporting documents for the performance of the duties of the Audit Committee;
5. The business license, practice certificate, securities and futures qualification certificate of the accounting firm to be employed, the information and contact information of the main person in charge and the contact person of the regulatory business, and the identity certificate, practice license and contact information of the certified public accountant to be responsible for the specific audit business.
It is hereby announced.
Qiaoyin City Management Co.Ltd(002973) board of directors
January 26, 2022
